SB Financial Group Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 15, 2024 (
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Item 7.01. Regulation FD Disclosure
On August 14, 2024, SB Financial Group, Inc., an Ohio corporation (the “Company”), issued a press release regarding the matters described in Item 8.01 of this Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On August 14, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between the Company, SBMC, Inc., an Ohio corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Marblehead Bancorp, an Ohio corporation (“Marblehead”), pursuant to which the Company will acquire Marblehead and its wholly-owned subsidiary, The Marblehead Bank (“Marblehead Bank”). The Merger Agreement has been unanimously approved by the Boards of Directors of both the Company and Marblehead.
Pursuant to the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub will merge with and into Marblehead, with Marblehead surviving as a wholly-owned subsidiary of the Company and (ii) immediately thereafter, Marblehead will be merged with and into the Company, with the Company surviving (collectively, the “Merger”). Immediately following the Merger, Marblehead Bank will be merged with and into the Company’s wholly-owned subsidiary, The State Bank and Trust Company (“State Bank”), with State Bank surviving.
Under the terms of the Merger Agreement, shareholders of Marblehead will be entitled to receive $196.31 in cash in exchange for each outstanding share of Marblehead common stock, for a transaction valued in aggregate at approximately $5.0 million.
The Merger is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of Marblehead, and is expected to close in the fourth quarter of 2024.
Concurrently with entering into the Merger Agreement, the Company entered into Voting Agreements with each of the directors and certain executive officers of Marblehead, pursuant to which such directors and executive officers agreed to vote their shares of Marblehead common stock in favor of the Merger.
Important Additional Information About the Transaction
In connection with the proposed transaction, Marblehead will distribute a proxy statement to its shareholders in connection with a special meeting of shareholders to be called and held for the purposes of voting on approval of the transaction and related matters. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS REGARDING THE PROPOSED TRANSACTION, MARBLEHEAD’S SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ITS EXHIBITS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MARBLEHEAD AND THE PROPOSED TRANSACTION. Copies of the proxy statement will be mailed to all shareholders prior to the special meeting. Shareholders and investors may obtain additional free copies of the proxy statement when it becomes available by directing a request by telephone, (419) 798-4471 or mail to Marblehead Bancorp, 709 West Main Street, Marblehead, Ohio 43440.
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Participants in Solicitation
Marblehead and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Marblehead in connection with the special meeting of shareholders. Information about the directors and executive officers of Marblehead will appear in its proxy statement. Additional information regarding the interests of these participants and other persons who may be deemed participants in the proxy solicitation may be obtained by reading the proxy statement for the special meeting of shareholders when it becomes available.
Forward-Looking Statements
Certain statements within this report, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, and actual results may differ materially from those predicted by the forward-looking statements. As a result, readers should not place undue reliance on such forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) failure of the shareholders of Marblehead to approve the Merger Agreement; (2) failure to obtain governmental approvals for the Merger; (3) failure of the parties to satisfy the other closing conditions in the Merger Agreement in a timely manner or at all; (4) disruptions to the parties’ businesses as a result of the announcement and pendency of the Merger; (5) costs or difficulties related to the integration of the business following the proposed Merger; (6) the risk that the anticipated benefits, cost savings and any other savings from the transaction may not be fully realized or may take longer than expected to realize; (7) changes in general business, industry or economic conditions or competition; (8) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (9) adverse changes or conditions in the capital and financial markets; (10) changes in interest rates or credit availability; (11) changes in the quality or composition of loan and investment portfolios; (12) adequacy of loan loss reserves and changes in loan default and charge-off rates; (13) increased competition and its effect on pricing, spending, third-party relationships and revenues; (14) loss of certain key officers; (15) continued relationships with major customers; (16) deposit attrition, necessitating increased borrowings to fund loans and investments; (17) rapidly changing technology; (18) unanticipated regulatory or judicial proceedings and liabilities and other costs; (19) changes in the cost of funds, demand for loan products or demand for financial services; and (20) other economic, competitive, governmental or technological factors affecting operations, markets, products, services and prices.
The foregoing list should not be construed as exhaustive, and the Company and Marblehead undertake no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release dated August 14, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SB FINANCIAL GROUP, INC. | ||
| August 15, 2024 | ||
| By: | /s/ Anthony V. Cosentino | |
| Anthony V. Cosentino | ||
| Chief Financial Officer | ||
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